STORYBOARD THAT TERMS OF SERVICE

Clever Prototypes, LLC (“Clever Prototypes”, “we” or “us”) is pleased to provide you with access to the Storyboard That website and its corresponding features, services and programs (collectively, the “Service”). The Service is provided to you, the user of the Service (“you,” “User,” and “Users” plural) subject to acceptance of all the following terms and conditions (this “Agreement”). You should read this Agreement carefully, because by indicating acceptance of this Agreement or by otherwise using the Service (whether by browsing or creating an account), you are entering into a legally binding agreement with Clever Prototypes. If you do not agree to these terms and conditions, you may not use the Service.

1. Summary Of Service And Grant Of License

Storyboard That is a powerful tool that allows you to create, share, and publish storyboards (“Storyboards”) for the purposes of education, business, communication, and just plain fun. With Storyboard That, you can combine drawings, photographs, and text to create impressive Storyboards with minimal effort.

Subject to the additional terms in this Agreement, we authorize you to use the Service to view and create Storyboards, and to use those Storyboards in accordance with these terms. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information or part of the Service without the express, prior, written consent of Clever Prototypes.

You agree, and represent and warrant, that your use of the Service, or any portion thereof, will be consistent with the licenses, covenants and restrictions contained in this Agreement and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Service or your use thereof, and you will be solely responsible for your own individual violations.

You are responsible for obtaining and maintaining the computer and other equipment you use to access the Service, and for paying for such equipment and any telecommunications charges. We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Service.

Users with accounts may store Storyboards with the Service so that they are available for future use. While we will make reasonable efforts to make such data available to you, you should maintain your own backup copies of Storyboards, and of User Data as defined below. Clever Prototypes will not be responsible if data backups fail and it is unable to restore Storyboards or User Data stored by Users.

2. Accounts

We allow Users to create Storyboards under a free account (“Free Account”), or by using one of various paid accounts and trial periods for those accounts (each a “Premium Account”). Among other differences, Free Accounts and Premium Accounts differ with respect to privacy settings and your ability to use Storyboards for purposes beyond the Service. Storyboards created with a Free Account are always publicly available, we may use them for any purpose, and your ability to use them in other projects is limited to non-commercial use. Storyboards created with a Premium Account have a greater degree of User control, have extensive privacy settings, and may be employed for a variety of commercial uses, depending on membership level.
Please see our Pricing Page for a detailed comparison of Storyboard That packages and commercial uses. Regardless of the package, any direct usage of the raw storyboard cannot be used with marketing budgets exceeding $10,000 without prior approval.

3. Registration

In order to use certain features of the Service, you must create an account and register with us. If you register as a User or otherwise use the Service, you represent and warrant to Clever Prototypes that: (i) you are of legal age to form a binding contract; (ii) you will provide us with accurate, current and complete registration information; (iii) if you are registering on behalf of a minor, you have all right and authority to bind the minor to this Agreement, and ensure compliance herewith; and (iv) your registration and your use of the Service is not prohibited by law. You are responsible for your registration and all use of the Service under it. You must keep your username and password confidential, and sharing passwords is not permitted.

4. Proprietary Materials And Ownership

We encourage you to widely print, share, and discuss your Storyboards, and details regarding any limitations are available on our Pricing Page.

The Service is the property of Clever Prototypes. Without limitation on the foregoing, all the text, images, “look and feel,” sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on the Storyboard That website, other than User Data as defined below (collectively, the “Site Content”), all software embodied in the Storyboard That website or otherwise used by us to deliver the Service (“Software”), and all data generated through use of the Service (“Service Data”), is proprietary to us or to our third party licensors, and are protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Software, Site Content or Service Data (collectively, the “Clever Prototypes Property”) is prohibited. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Clever Prototypes Property, unless expressly permitted by us.

The marks CLEVER PROTOTYPES, STORYBOARD THAT, and the STORYBOARD THAT logo are registered or unregistered trademarks of Clever Prototypes, and they may not be used in connection with any service or products other than those provided by Clever Prototypes, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits us. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks will inure solely to the benefit of their respective owners.

5. Storyboards And User Data

To create Storyboards, you may provide us with documents, text, graphics, video, audio, photographs and other materials and information (collectively, “User Data”). The User Data remains your property, and Clever Prototypes does not claim any ownership of the copyright or other proprietary rights in your User Data. Notwithstanding the foregoing, you agree to the following:

(a) License

By creating a Storyboard and uploading User Data, you allow us to use the Storyboard and User Data in a variety of ways, as follows:

(i) If you are User with Free Account uploading User Data, you hereby grant to Clever Prototypes a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license (with the right to freely sublicense) to use, copy, modify, publicly perform, publicly display, reformat, translate, syndicate, republish, excerpt in whole or in part, distribute, prepare derivative works of, and/or incorporate into other works, such User Data, for any purpose.

(ii) If you are a User with a Premium Account uploading User Data, you hereby grant to Clever Prototypes a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license (with the right to freely sublicense) to use, copy, modify, reformat, translate, excerpt in whole or in part, prepare derivative works of, and/or incorporate into other works, such User Data for internal technical and research and development purposes only.

(b) Representations

You represent and warrant that you own all proprietary rights in your User Data or, with respect to any User Data you do not own, you have the full authority and right to upload and post the User Data and to grant the licenses granted hereunder, and that your uploading and posting of the User Data, and the exercise by Clever Prototypes of the license rights granted by you shall not infringe any third-party intellectual property rights, nor violate any rights of privacy or publicity, nor violate any law or other right, privilege or interest of any third party.

(c) Storyboard Publication and Third-party Access

All Storyboards created with Free Accounts, and Storyboards created with Premium Accounts at the option of the User, are published on the Service (“Published Storyboards”), and are freely accessible to the public via the Service and third-party search engines. You acknowledge that, if you are publishing and making your User Data available for viewing by third parties, including other Users, that your User Data may be attributable to you, and that third parties will gain access to your User Data through the Service and via third-party search engines. Clever Prototypes shall in no event be liable to you for any use or misuse of your User Data by any third party.

(d) Storyboard and User Data Restrictions

You agree to comply with all rules and policies for use of the Service that we publish from time to time. Without limitation of the foregoing, you shall not:

Except as otherwise permitted under this Agreement or with our express permission, copy, display, distribute, or otherwise use individual elements of Storyboards, or remove any watermarking or attributive text generated in connection with the Storyboards;

Use, upload, post, distribute or transmit, any User Data in violation of, or in connection with any violation of, any local, state, national or international laws;

Impersonate any person or entity, or forge or manipulate headers to disguise the origin of any User Data;

Engage in any other conduct that interferes with the Service or that restricts or inhibits any other person from using or enjoying any User Data, or the Service, or which, in Clever Prototypes’ sole judgment, exposes us or any of our officers, directors, employees or agents to any liability or detriment of any type.

Collect, retrieve, copy or harvest any data published on the Service, including by use of robots, spiders, web scraping devices, or other programs, algorithms or automated means;

(e) Storyboard and User Data Content Guidelines

Storyboard That fosters a safe and welcoming environment for all Users. You agree not to submit, post, upload to, distribute through or otherwise use in connection with the Service any User Data that:

contains material from other copyrighted works without the written consent of the owner of such copyrighted material, other than reasonable excerpts permitted under the copyright doctrine of fair use;

infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including privacy and publicity rights;

contains content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of an employment relationship or under a nondisclosure or confidentiality agreement);

in the case of Published Storyboards, contains content that is vulgar, scandalous, obscene, pornographic, hateful, or racially, ethnically or otherwise objectionable;

contains any personally identifying information pertaining to children under the age of 13, including names, addresses, e-mail addresses, photographs or images of children under 13 years of age.

If you identify User Data or Storyboards that violates these guidelines, please report it to us at Help@StoryboardThat.com.

(f) No Endorsement

Clever Prototypes does not endorse any User Data or any opinion, recommendation or advice expressed therein, and Clever Prototypes expressly disclaims any and all liability in connection with User Data.

(g) Preservation and Disclosure

Clever Prototypes may, but is not required to, preserve User Data, and may also disclose User Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any User Data violate the rights of any third parties; or (iv) protect the rights, property or personal safety of Clever Prototypes, its Users and/or any third party.

(h) Investigation and Removal

Clever Prototypes reserves the right to remove Storyboards or User Data that are abusive, illegal or disruptive, that otherwise fail to conform to the terms and conditions of this Agreement, or for any other reason, without prior to notice to Users.

6. Third Party Content And Linking

The Service may display links to third-party websites and services. Some links are sponsored links, and we may receive a commission from a third party if you purchase goods or services from links or advertisements published on the Service. Whether or not the links or advertisements are sponsored or Clever Prototypes receives compensation, the linked services and sites are not under our control. Clever Prototypes is not responsible for the contents of any linked site or for the products or services available there. Clever Prototypes’ publication of a link or advertisement does not imply endorsement of, sponsorship of, or affiliation with the linked site or service by Clever Prototypes. You purchase goods or services from linked sites or services at your own risk, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.

7. Ideas Submitted To Clever Prototypes

We are pleased to hear from you and welcome your comments about the Service. In the event that you submit ideas or suggestions about the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of Clever Prototypes. None of the Service Comments will be subject to any obligation of confidence on the part of Clever Prototypes, and we will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, we will be entitled to unrestricted use of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.

8. WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY

(a) DISCLAIMER OF WARRANTIES

IF CLEVER PROTOTYPES PROVIDES THE SERVICE TO YOU AT NO CHARGE, THE SERVICE IS PROVIDED “AS IS.”

IF YOU PAY CLEVER PROTOTYPES FEES FOR THE SERVICE, CLEVER PROTOTYPES WARRANTS THAT THE SERVICE WILL SUBSTANTIALLY CONFORM TO THE DESCRIPTIONS FOR THE SERVICE SET FORTH ON THE STORYBOARD THAT PRICING PAGE. CLEVER PROTOTYPES’ SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO BREACH OF THE FOREGOING WARRANTY SHALL BE CLEVER PROTOTYPES’ REASONABLE COMMERCIAL EFFORTS TO REMEDY THE ERROR, OR DAMAGES UP TO THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, CLEVER PROTOTYPES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE AND CLEVER PROTOTYPES PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE CLEVER PROTOTYPES PROPERTY. Clever Prototypes may pause or interrupt the Service at any time, and Users should expect periodic downtime for updates to the Service. No advice or information, whether oral or written, obtained by you from Clever Prototypes or through the Service will create any warranty not expressly stated herein.

b. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM CLEVER PROTOTYPES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR THE CLEVER PROTOTYPES PROPERTY, EVEN IF CLEVER PROTOTYPES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

CLEVER PROTOTYPES’ MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES OR LIABILITY ARISING IN CONNECTION WITH THE SERVICE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE A REFUND OF THE AMOUNTS PAID BY YOU TO CLEVER PROTOTYPES IN THE THREE (3) MONTHS BEFORE THE CLAIM IS MADE. IF CLEVER PROTOTYPES HAS MADE THE APPLICABLE SERVICE AVAILABLE TO YOU AT NO CHARGE, THE MAXIMUM AGGREGATE LIABILITY OF CLEVER PROTOTYPES FOR ANY AND ALL DAMAGES ARISING FROM THE SERVICE OR THE CLEVER PROTOTYPES PROPERTY SHALL BE THE AMOUNT OF $10, WHETHER THE CLAIM AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

9. Indemnity

User shall defend, indemnify and hold harmless Clever Prototypes against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees arising in connection with User’s use of the Service or User’s breach of any provision of this Agreement. Clever Prototypes reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. You will cooperate with Clever Prototypes with respect to such defense and settlement.

10. Privacy Policy

Clever Prototypes operates the Service under the Privacy Policy published at https://www.storyboardthat.com/about/privacy, which forms part of and is hereby incorporated into this Agreement. The Privacy Policy describes how we collect, use and disclose personal information in connection with the Service.

11. Children

If you are under 13 years of age, you may not register for the Service on your own, and you may use the Service only under the supervision of a parent, guardian, or teacher. You may not provide any Personal Information as set forth in our Privacy Policy.

12. Intellectual Property Infringement

a. DMCA Notice

Clever Prototypes complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C §512, as amended) (“DMCA”). If you are a copyright owner or an agent thereof and believe that any Site Content or User Data infringes upon your copyright rights, you may submit a notification pursuant to the DMCA by providing our Designated Agent with the following information in writing: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of the material that you claim is infringing and where it is located on the Website; (iv) your address, telephone number and, if available, an email address; (v) a statement that you have a good faith belief that the use of the copyrighted materials described above and contained on the Service is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

b. Counter-Notice

If material that you have posted to the Service has been removed or disabled, you may file a counter-notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the user; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Clever Prototypes may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

c. Designated Agent

Clever Prototypes’ Designated Agent to receive notifications of claimed infringement is: DMCA Agent, Clever Prototypes LLC, P.O. Box 391103, Cambridge, MA 02139, email: IntellectualProperty@StoryboardThat.com. For clarity, only DMCA notices should go to the DMCA Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Clever Prototypes customer service through Help@StoryboardThat.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

d. Non-copyright IP Complaints

If you believe that any Site Content or User Data on the Service violates any intellectual property right of yours other than a copyright, please contact Clever Prototypes at IntellectualProperty@StoryboardThat.com.

13. Dispute Resolution and Forum

You and Clever Prototypes agree that all matters arising from or relating to the use and operation of the Service will be governed by the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Service will be heard and resolved in the federal and state courts located in Boston, Massachusetts. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you gain access to the Service from locations other than Massachusetts, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Service in violation of U.S. export laws or regulations.

14. Modification, Suspension And Termination Of Service

Clever Prototypes reserves the right to suspend your password and/or access to the Service at any time if it believes you are in breach of this Agreement. Clever Prototypes reserves the right to terminate or modify this Agreement, terminate the Service or modify any features or aspects of the Service, or modify its policies at any time, with or without notice to you. If you use the Service for free, you shall be bound by the version of the Agreement in effect at the time of your use. If you are subject to payment of fees, any changes to this Agreement will not take effect until the beginning of your next subscription period. If you renew your Plan by making payment, you will be deemed to have accepted the Agreement as published at the time of renewal. You are under an obligation to review the current version of this Agreement and other published Clever Prototypes policies before using the Service or renewing any account plan.

If you wish to terminate this Agreement and your relationship with Clever Prototypes, you must delete your account by e-mailing us at Help@StoryboardThat.com.

15. Notices

You agree that Clever Prototypes may provide notices about the Service and formal notices under this Agreement to you by sending email to the email address associated with your account. You consent to such electronic notices. You acknowledge that you must update your email address if it changes, so that Clever Prototypes has your current email address.

16. Miscellaneous Provisions

In no event shall Clever Prototypes be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Clever Prototypes’ reasonable control. No delay or omission by Clever Prototypes in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Clever Prototypes of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to”. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and Clever Prototypes regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable or transferable by you to any third party without the prior written consent of Clever Prototypes. We may assign this Agreement in its entirety, including but not limited to our rights with respect to User information as set forth in this Agreement and in the Privacy Policy, to any purchaser of the Clever Prototypes business. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.

If you have additional questions or comments of any kind, or if you see anything on the Service that you think is inappropriate, please let us know by email at Help@StoryboardThat.com or by sending your comments to: